Michael Bay, Mark Wahlberg, and Dwayne "the Rock" Johnson Talk About Miami's Twisted Version of the American Dream

Michael Bay reclines in a white lounge chair on a 14th-floor balcony at Brickell Key's Mandarin Oriental Hotel. To the east, a sheet of piercing rain swallows Key Biscayne, thunder cracks overhead, and a lightning bolt shoots above the choppy waves. The sudden monsoon provides the perfect backdrop for the blockbuster director to talk about Pain & Gain, his dark passion project.

"Instantly, I was drawn to this cast of characters when I read the story," says Bay, a trim 48-year-old with sandy-blond hair. "This movie is about Miami's underbelly."

Based on a three-part Miami New Times cover story of the same name, Bay's adaptation tells the true story of the Sun Gym Gang, a sadistic group of bodybuilders who used torture, extortion, and murder to get rich during a gruesome crime spree between 1994 and '95. The tale has all the elements of an only-in-Dade caper: muscles, steroids, erectile dysfunction, exotic dancers, luxury cars, offshore bank accounts, ambivalent cops, copious narcotics, and dismembered bodies dumped in the Everglades. Carl Hiaasen and Dave Barry couldn't make this stuff up.

Jaimie Trueblood

Pain & Gain: Sadistic beefcakes on the loose.

Tony Shalhoub plays Colombian kidnapping victim Victor Kershaw.

But the movie is more than a Hollywood version of real-life events. It's the most pure take yet on a theme that Bay has been exploring ever since he filmed Bad Boys in the Magic City in 1995: That Miami, where cheaters and crooks are as common as ominous summer storms, is where the American dream gets hooked on 'roids, blows all its cash at strip clubs, and eventually ends up in federal prison.

"They're people looking for the American dream in all the wrong ways," Bay says of the Pain & Gain characters.

Born on February 17, 1965, in Los Angeles, Bay decided to become a director after working as a teenage intern for George Lucas on the set of Raiders of the Lost Ark. He graduated from Wesleyan University in Connecticut in 1986 and spent the first nine years of his career shooting commercials and music videos. His hyper-visual style caught the attention of Hollywood producers Jerry Bruckheimer and Don Simpson, who tapped him in 1994 to direct Bad Boys, his first feature film.

That movie began his love affair with Miami, where he filmed the buddy-cop caper. The then-27-year-old auteur was paid $100,000 to tell then-blossoming celebrities Will Smith and Martin Lawrence how to act like a pair of headstrong Miami Police Department narcotics detectives protecting a witness from a heroin kingpin.

"Will, Martin, and I were just kids shooting a movie on Alton Road," he says. "We were so innocent back then."

During production, Bay found Miami too alluring — and too fascinating — to resist. "People enjoy life down here," Bay says. "Miami is this beautiful, textured, culturally diverse place with some seediness to it. It's international yet has a small-town feel in a weird way. It's a vibrant city to shoot and hang out in."

So after wrapping Bad Boys — which grossed $141 million worldwide and catapulted Bay to stardom — the director made South Florida his go-to getaway destination. In 2003, he shot Bad Boys II in Miami, shutting down eastbound lanes of the MacArthur Causeway for three days. That flick grossed $237 million worldwide. Four years later, he became a Miami Beach taxpayer after buying a six-bedroom estate on Bay Road from pro wrestler Hulk Hogan for $17 million. His ties have since deepened, as evidenced by his hosting high-profile fundraisers and featuring the Magic City in his commercial work, such as a recent Victoria's Secret ad featuring the Wynwood Building, which happens to be New Times' HQ.

"My life is so fucking busy that sometimes hanging out is all I need," he says. "I'll go to great restaurants, go to the beach, or work out. One of my buddies owns LIV. Another one owns Mynt."

Among local film critics, Bay's audience-friendly, big-money blockbusters enjoy a mixed reputation at best. But there's no denying he has given Miami plenty of plum roles.

"In his Bad Boys films, Michael Bay made Miami a glossy, slick character in a big-budget studio popcorn-muncher," says Miami International Film Festival Executive Director Jaie Laplante. "I don't think these films have any more lasting impact on the image of Miami than Speed had on the image of Los Angeles or Die Hard had on the image of New York City. Whether that changes with Pain & Gain remains to be seen."

Adds Kareem Tabsch, co-owner of O Cinema: "He has showcased Miami, and it is great that he's created work for the local film industry. I wish he was a little more nuanced."

Given all of Bay's local connections, it's no shock that Pain & Gain resonated with the director. In 2001, his agent forwarded him the 45-page, 30,000-word New Times piece by former staffer Pete Collins. Both the Sun Gym Gang's image-obsessed bodybuilding and its ruthless methods tapped right into Bay's love for Miami's dark side.

"I called the agent who sent me the story right away," he says. "I called Pete Collins to let him know I was gonna do it. That guy hung on for years. He almost thought I was bullshitting him."

But even for a director with Bay's pull, getting the movie made was no small feat. Paramount Pictures, the studio that bought the rights, was skittish about the story's gruesome arc and lack of sympathetic characters. It was a film better suited for directors like Quentin Tarantino, Martin Scorsese, and the Coen Brothers than a hit-maker like Bay. Besides, Paramount wanted him to concentrate on blockbusters. His films, from 1998's Armageddon to the Transformers franchise, have grossed more than $3 billion worldwide.